Appendix A – University of Maine System Response Cover Page



Appendix A – University of Maine System Response Cover PageRFB # 2020-049Text Messaging SolutionOrganization Name:Chief Executive – Name/Title:Telephone:Fax: Email:Headquarters Street Address:Headquarters City/State/Zip:Lead Point of Contact for Quote – Name/Title:Telephone:Fax: Email:Street Address:City/State/Zip:This pricing structure contained herein will remain firm for a period of 90 days from the date and time of the quote deadline date.No personnel currently employed by the University or any other University agency participated, either directly or indirectly, in any activities relating to the preparation of the Respondent’s response.No attempt has been made or will be made by the Respondent to induce any other person or firm to submit or not to submit a response.The undersigned is authorized to enter into contractual obligations on behalf of the above-named organization. By submitting a response to a Request for Proposal, bid or other offer to do business with the University your entity understands and agrees that: The Agreement provisions in Section 1.2.1.2 of this document will not be modified and are thereby incorporated into any agreement entered into between University and your entity; that such terms and condition shall control in the event of any conflict with such agreement; and that your entity will not propose or demand any contrary terms;The above Agreement provisions in Section 1.2.1.2 of this document will govern the interpretation of such agreement notwithstanding the expression of any other term and/or condition to the contrary;Your entity agrees that the resulting Agreement will be the entire agreement between the University (including University’s employees and other End Users) and Respondent and in the event that the Respondent requires terms of use agreements or other agreements, policies or understanding, whether on an order form, invoice, website, electronic, click-through, verbal or in writing, with University’s employees or other End Users, such agreements shall be null, void and without effect, and the terms of the Agreement shall apply. Your entity will identify at the time of submission which, if any, portion or your submitted materials are entitled to ''trade secret" exemption from disclosure under Maine's Freedom of Access Act; that failure to so identify will authorize UMS to conclude that no portions are so exempt; and that your entity will defend, indemnify and hold harmless UMS in any and all legal actions that seek to compel UMS to disclose under Maine's Freedom of Access Act some or all of your submitted materials and/or contract, if any, executed between UMS and your entity.To the best of my knowledge all information provided in the enclosed response, both programmatic and financial, is complete and accurate at the time of submission.Date: ______________________________________________________________________________________________________________________Name and Title (Printed)Authorized SignatureAppendix B – Debarment, Performance and Non-Collusion CertificationUniversity of Maine SystemDEBARMENT, PERFORMANCE and NON-COLLUSION CERTIFICATIONRFB # 2020-049Text Messaging SolutionBy signing this document, I certify to the best of my knowledge and belief that the aforementioned organization, its principals and any subcontractors named in this proposal:Are not presently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from bidding or working on contracts issued by any governmental agency.Have not within three years of submitting the proposal for this contract been convicted of or had a civil judgment rendered against them for:Fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a federal, state or local government transaction or contract.Violating Federal or State antitrust statutes or committing embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any of the offenses enumerated in paragraph (b) of this certification; andHave not within a three (3) year period preceding this proposal had one or more federal, state or local government transactions terminated for cause or default.Have not entered into a prior understanding, agreement, or connection with any corporation, firm, or person submitting a response for the same materials, supplies, equipment, or services and this proposal is in all respects fair and without collusion or fraud. The above mentioned entities understand and agree that collusive bidding is a violation of state and federal law and can result in fines, prison sentences, and civil damage awards.Failure to provide this certification may result in the disqualification of the Respondent’s proposal, at the University’s discretion.Date: ______________________________________________________________________________________________________________________Name and Title (Printed)Authorized SignatureAppendix C – Required Cost Evaluation ExhibitsUniversity of Maine SystemCOST EVALUATIONRFB # 2020-049Text Messaging SolutionGENERAL INSTRUCTIONS:The Respondent must submit a cost response that covers the entire period of the Agreement, including any optional renewal periods.The cost response shall include the costs necessary for the Respondent to fully comply with the Agreement terms and conditions and requirements. Note regarding total cost of ownership: This “cost” will encompass the entire solution pricing along with all products and services offered as part of the solution.Failure to provide the requested information and to follow the required cost response format provided in Appendix C may result in the exclusion of the Response from consideration, at the discretion of the University. You can add rows and columns required to insert additional information. If a particular cost table is not required as part of your response simply leave it blank.No costs related to the preparation of the Response for this document or to the negotiation of the Agreement with the University may be included in the Response. Only costs to be incurred after the Agreement effective date that are specifically related to the implementation or operation of contracted services may be included.Identify all costs by year, to be charged for performing the services necessary to accomplish the objectives of this document.If there are additional options or services that are not included in the offering, they must be identified and itemized as “optional” and include a description of the product or service and the costs of the option. All items identified in the response (including third party items required) will be considered free add-ons to the proposed solution at the prices included in this response unless expressly stated otherwise.Respondents’ are encouraged to provide additional price incentives for providing an enterprise solution, multi-year or award of multiple institutions.Pricing will be guaranteed by the vendor for the term of the Agreement. The University will NOT seek a best and final offer (BAFO) from any Respondent in this procurement process. All Respondents are expected to provide their best value pricing with the submission of their response. Respondents will NOT be given another opportunity to modify pricing once submitted. An MS Excel Version must be included in your final submission for all of these tables. For a copy of the excel version, email the contact provided on the cover page of this document.INSTRUCTIONS FOR – Exhibit 1 (Table 1) - Licensing and Maintenance Agreement Pricing and/or Data Maintenance / Subscription PricingThe University needs to understand the associated lifecycle costs for your proposed system or service. For solution responses that leverage the University’s existing hardware and software investments, the Respondent must provide which licenses and maintenance agreements the University needs to maintain. For solution responses that do not leverage the University’s existing hardware and software investments, the Respondent must provide what additional equipment, licenses, and maintenance agreements we would need to purchase. IMPORTANT - Respondents’ are required to provide separate costs for each institution. Respondent’s Organization Name – Provide the Respondent’s Organization Name.University Name – Institution name pertaining to the costs related to the solution. Item Description - Provide a brief description of your product or service.Initial Cost “One Time” Training – Provide any initial ‘one-time’ costs associated with the solution for training costs.Initial Cost “One Time” Implementation – Provide any initial ‘one-time’ costs associated with the solution for implementation costs.Initial Cost “One Time” Other - Provide any initial ‘one-time’ costs associated with the solution other than year 1 licensing and support, training and implementation costs.Cost (Year 1 – 5) - All licensing and maintenance agreement pricing should include rates during the Agreement period, and anticipated future rates. Rates will be calculated based on Current Active User FTE provided. Optional Renewal (Year 6 – 7) - All licensing and maintenance agreement pricing should include rates during the Agreement period, and anticipated future rates.Extended Cost – Total of Initial Term Years 1 – 5Subtotal – Subtotal of the Extended Cost figures.Less Discount – Discount offered off the Subtotal figure.Total – Subtotal less Discount.TIERED PRICING TABLEProvide tiered pricing for additional users.# of Users – Number of users for tier pricing.Rate – Cost for # of Users Identified.Exhibit 1 (Table 1) – Respondents will use this attachment to record all costs associated with this section. For a copy of the excel version of Exhibit 1, email the contact provided on the cover page of this document.Tiered Pricing Rate for Adding UsersRate For All Campuses # of UsersRateRate for Additional Users ??Rate for Additional Users ??Rate for Additional Users ??Rate for Additional Users ??Rate for Additional Users ??Appendix D – Master AgreementUNIVERSITY OF MAINE SYSTEMMASTER AGREEMENTThis Contract for Services Master Agreement (“Agreement” or “Master Agreement”) entered into this _____ day of __________, ______, by and between the University of Maine System, hereinafter referred to as the "University", and __________________________________, hereinafter referred to as "Contractor".WITNESSETH, that for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the University, the Contractor hereby agrees with the University to provide the products and services described in this agreement, and the following Riders, hereby incorporated into this Agreement and made part of it by reference:Rider A - Specifications of Work to be PerformedRider A-1 – PricingRider B-1 – Insurance RequirementsRider B-2 – Substitute Form W-9 - Taxpayer Identification Number Request & CertificationRider C – University of Maine System Standards for Safeguarding InformationRider D – Services Engagement FormContract Amendments as requiredRequest for Bid #2020-049 Issue Date February 13, 2020 Titled Text Messaging SolutionContractor’s Bid in Response to Request for Bid #2020-049 Proposal Submission Date February 21, 2020 Titled Text Messaging SolutionWHEREAS, the University desires to enter into a contract for professional services, and the Contractor represents itself as competent and qualified to accomplish the specific requirements of this Contract to the satisfaction of the University;NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows:This Agreement, along with any documents identified, which are incorporated by reference, constitutes the entire Agreement between the parties, and there are no other or further written or oral understandings or agreements with respect thereto. Specifications of Work: The Contractor agrees to perform the Specifications of Work as described in Rider A, hereby incorporated by reference. Rider A provides a suite of services offered by the Contractor to the University. As required by the University institutions, the parties will develop jointly specific Services Engagement documents. Therequired format of this document is detailed in Rider D. The document will be governed by all the terms in this agreement; except that the engagement administrator for purposes of managing the service deliverables may be different than this Agreement Administrator and the term may be different than the term of the agreement but may not extend beyond this Agreement termination date. The Services Engagement document will be fully executed by the parties. Institutions may execute more than one agreement for services to support their needs over the term of this AgreementTerm: This Contract shall commence on May 1, 2020 and shall terminate on April 30, 2025, unless terminated earlier as provided in this Contract with option for three (3) one (1) or one (1) three (3) year remewals upon the parities’ mutual agreement.Payment: Payment shall be made upon submittal of an electronic invoice to the University by the Contractor on a net 30 basis unless discount terms are offered. In the event there is a discrepancy with the invoice, payment terms shall be effective starting on the date the discrepancy is resolved, for only that portion of the invoice that is disputed. Invoices must include a purchase order number. “Additional Services” The University will have the option to purchase additional services under this Agreement. As required by the University institutions, the parties will develop jointly specific Services Engagement documents. The required format of this document is detailed in Rider D. Termination: The Agreement or a Services Engagement (Rider D) may be terminated by the University in whole, or in part, whenever for any reason the University shall determine that such termination is in the best interest of the University. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of the Agreement is terminated and the date on which such termination becomes effective. The University shall pay all allowable costs incurred up to the effective date of termination. However, the Contractor shall not be reimbursed for any costs incurred after the effective date of termination.Obligations Upon Termination: Any materials produced in performance of this agreement are the property of the University and shall be turned over to the University upon request. The University shall pay the Contractor for all services performed to the effective date of termination subject to offset of sums owed by the Contractor to the University.Non-Appropriation: Notwithstanding any other provision of this Agreement, if the University?is not appropriated sufficient funds?to pay for the work to be?performed under this Agreement or?if funds are de-appropriated,?then the University is not obligated to make payment under this Agreement.? ?Conflict of Interest: No officer or employee of the University shall participate in any decision relating to this contract which affects his or her personal interest in any entity in which he or she directly or indirectly has interest. No employee of the University shall have any interest, direct or indirect, in this contract or proceeds thereof.Modification: This Contract may be modified or amended only in a writing signed by both parties.Assignment: This Contract, or any part thereof, may not be assigned, transferred or subcontracted by the Contractor without the prior written consent of the University.Applicable Law: This Contract shall be governed and interpreted according to the laws of the State of Maine.Administration: Eric Chapman shall be the University's authorized representative in all matters pertaining to the administration of the terms and conditions of this Contract. NonDiscrimination: In the execution of the contract, the Contractor shall not discriminate on the basis of race, color, religion, sex, sexual orientation, transgender status or gender expression, national origin or citizenship status, age, disability, genetic information, or veteran status and shall provide reasonable accommodations to qualified individuals with disabilities upon request. The university encourages the employment of qualified individuals with disabilities.Indemnification: The Contractor shall comply with all applicable federal, state and local laws, rules, regulations, ordinances and orders relating to the services provided under this Contract. Contractor shall indemnify, defend and hold the University, its Trustees, officers, employees, and agents, harmless from and against any and all loss, liability, claims, damages, actions, lawsuits, judgments and costs, including reasonable attorney's fees, that the University may become liable to pay or defend arising from or attributable to any acts or omissions of the Contractor, its agents, employees or subcontractors, in performing its obligations under this Contract, including, without limitation, for violation of proprietary rights, copyrights, or rights of privacy, arising out of a publication, translation, reproduction, delivery, performance, use or disposition of any data furnished under the Contract or based on any libelous or other unlawful matter contained in such data.Contract Validity: In the event one or more clauses of this Contract are declared invalid, void, unenforceable or illegal, that shall not affect the validity of the remaining portions of this Contract.Independent Contractor: Contractor is an independent contractor of the University, not a partner, agent or joint venture of the University and neither Party shall hold itself out contrary to these terms by advertising or otherwise, nor shall either party be bound by any representation, act or omission whatsoever of the other. For U.S. entities, Contractor, its employees and subcontractors if any, is/are independent contractors for whom no Federal or State Income Tax will be deducted by the University, and for whom no retirement benefits, social security benefits, group health or life insurance, vacation and sick leave, Worker's Compensation and similar benefits available to University's employees will accrue. The parties further understand that annual information returns as required by the Internal Revenue Code and Maine Income Tax Law will be filed by the University with copies sent to Contractor. Contractor will be responsible for compliance with all applicable laws, rules and regulations involving but not limited to, employment, labor, Workers Compensation, hours of work, working conditions, payment of wages, and payment of taxes, such as unemployment, social security and other payroll taxes, including other applicable contributions from such persons when required by law.Intellectual Property: Any information and/or materials, finished or unfinished, produced in performance of this Contract, and all of the rights pertaining thereto, are the property of the University and shall be turned over to the University upon request.Entire Contract:?This Contract sets forth the entire agreement between the parties on the?subject matter hereof and replaces and supersedes all prior agreements on the subject, whether oral or written, express or implied.?This Contract is the entire agreement between the University (including University’s employees and other End Users) and Contractor. In the event that Contractor enters into terms of use agreements or other agreements, policies or understandings, whether on Contractor's purchase order, website, electronic, click-through, verbal or in writing, with University’s employees or other End Users, such agreements shall be null, void and without effect, and the terms of this Contract shall apply. University will not be bound to any other terms and conditions set forth in any documents, agreements or policies posted on Contractor's website unless such terms and conditions are set forth in this Contract.? Contractor may not unilaterally change any term or condition of this Contract.Licensing: Contractor shall secure in its name and at its expense all federal, state, and local licenses and permits required for operation under this Contract. Contractor shall provide proof of such licensure or permit to the University prior to commencing work under this Contract.Record Keeping, Audit and Inspection of Records: The Contractor shall maintain books, records and other compilations of data pertaining to the requirements of the Contract to the extent and in such detail as shall properly substantiate claims for payment under the Contract. All such records shall be kept for a period of seven years or for such longer period as specified herein. All retention periods start on the first day after the final payment of the Contract. If any litigation, claim, negotiation, audit or other action involving the records is commenced prior to the expiration of the applicable retention period, all records shall be retained until completion of the action and resolution of all issues resulting therefrom, or until the end of the applicable retention period, whichever is later. The University, the grantor agency (if any), or any of their authorized representatives shall have the right at reasonable times and upon reasonable notice, to examine and copy the books, records and other compilations of data of the Contractor pertaining to this Contract. Such access shall include on-site audits.Publicity, Publication, Reproduction and use of Contract’s Products or Materials: Unless otherwise provided by law or the University, title and possession of all data, reports, programs, software, equipment, furnishings and any other documentation or product paid for with University funds shall vest with the University. The Contractor shall at all times obtain the prior written approval of the University before it, any of its officers, agents, employees or subcontractors, either during or after termination of the Contract, makes any statement bearing on the work performed or data collected under this Contract to the press or issues any material for publication through any medium of communication. If the Contractor or any of its subcontractors publishes a work dealing with any aspect of performance under the Contract, or of the results and accomplishments attained in such performance, the University shall have a royalty free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use the publication.Confidentiality: The contractor shall comply with all laws and regulations relating to confidentiality and privacy including but not limited to any rules or regulations of the University.Force Majeure: Neither party shall be liable to the other or be deemed to be in breach of this Contract for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of God or of a public enemy, fires, flood, epidemics, strikes, embargoes or unusually severe weather. Dates or time of performance shall be extended to the extent of delays excused by this section provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay.Notices: Unless otherwise specified in an attachment hereto, any notice hereunder shall be in writing and addressed to the persons and addresses below.To the University:University of Maine SystemRobinson Hall46 University DriveAugusta, ME 04330?Attn:?Contract AdministrationTo Contractor:<<INSTRUCTIONS – Respondent to supply information noted below for submission with their proposal. >>Company Name: Contact Name:Address:Phone Number:Fax Number:Invoices: Unless otherwise specified in an attachment hereto, invoices and questions regarding invoices will be directed to:University of Maine SystemAccounts PayablePO Box 533Bangor, ME 04402Phone:??207-581-2692Fax:??207-581-2698Email:??UMAP@maine.eduOrder of Precedence: In the event of any conflict among the documents in this agreement, the following order of precedence shall apply:Terms and conditions of this AgreementRider A - Specifications of Work to be PerformedRider A-1 – PricingRider B-1 – Insurance RequirementsRider B-2 – Substitute Form W-9 - Taxpayer Identification Number Request & CertificationRider C – University of Maine System Standards for Safeguarding InformationRider D – Services Engagement FormContract Amendments as requiredRequest for Bid #2020-049 Issue Date February 13, 2020 Titled Text Messaging SolutionContractor’s Bid in Response to Request for Bid #2020-049 Proposal Submission Date February 21, 2020 Titled Text Messaging SolutionMulti-Institution Capabilities University will have the option to include products and services under this Agreement to additional University institutions, this includes any additional University institutions formed during the term of this agreement, all facilities utilized by an institution including those managed and/or owned by a third party, and additional entities, such as, the University College a division of University of Maine at Augusta. The Community College System and Maine Maritime Academy, both public higher education institutions in the state, shall be permitted to piggyback off of the University’s contract if they should so desire. The Contractor agrees to further provide the products and services, with all the same terms and conditions applicable, to these additional entities.Smoking PolicyThe University must comply with the "Workplace Smoking Act of 1985" and M.R.S.A. title 22, § 1541 et seq "Smoking Prohibited in Public Places." In addition, University Institutions may have specific Smoking Prohibitions. The Respondent shall be responsible for the implementation and enforcements of these restrictions.SignaturesFOR THE UNIVERSITY OF MAINE SYSTEM:BY: (signature)Name:___________________________ (print or type)Title: Address: Telephone: Fax: Date: FOR THE CONTRACTOR:LEGAL NAME: BY: (signature)Name: (print or type)Title: Address: Telephone: Fax: Date: Tax ID #: Per University policy, “Any contract or agreement for services that will, or may, result in the expenditure by the University of $50,000 or more must be approved in writing by the Chief Procurement Officer, or designee, and if it is not approved, valid or effective until such written approval is granted.” Chief Financial Officer approval is required of any University of Maine System agreement of $50,000 or more, and it is not approved, valid or effective until such written approval is granted.Chief Business Officer approval is required of any campus specific agreement of $50,000 or more, and it is not approved, valid or effective until such written approval is granted.BY: ________________________________BY: ________________________________Title: Title: ________________________________ Chief Procurement Officer or designee Chief Financial/Business Officer or designeeDate: ______________________________Date: ______________________________RIDER ASPECIFICATIONS OF WORK TO BE PERFORMEDThe Contractor agrees to the Specifications of Work to be Performed as follows: INTENT AND PURPOSETo provide a text messaging platform enables meaningful, secure communications between staff and students.PRODUCT SCOPE OF WORK:To provide a text messaging platform which provides:Flexibility to send text messages from a computer, tablet, or mobile phone.Ability to accept text messages, photo messages, emojis.Incoming messages can be received to any vendor number and will appear in the recipient’s inbox.Two-way integration with our TargetX solutionTemplates for commonly used text messages.Unique virtual phone number.Student-enabled opt-in and opt-out.Bulk messages can be personalized for each student by inserting custom mail merge fieldsFrom the dashboard, key metric can be viewed including how often staff members are texting, reply percentages, unread messages, as well as delivery percentages.Technology based requirements:Cloud hosted.Built-in redundancy for the primary hosting region along with geographic replication to provide for both rapid failovers and for business continuity in the event of a disaster.Microsoft Azure – primary hosting environment, providing a high degree of physical, network, and application security with security compliance including ISO 27001, HIPAA, SOC-1 and SOC 2.Service Level AgreementPlatform annual uptime exceeds 99.9%SMS connectivity orchestrated across 3,200 carriers provides most reliable message delivery available.Support for all modern browsers and devices via a responsive web application and/or mobile applicationUpdates and new functionality released frequently and without interruption.Security, data ownership and privacyData is transmitted over standard HTTPS/SSL with a 2048-bit key with a valid certificate and up-to-date configuration, protocol and ciphers.Software platform is built using web and mobile security best practices, and is surrounded with application firewalls and a suite of monitoring and alertings pliant with FERPA guidelines for third-party vendors.Data IntegrationFile-Based: Simple file-based methods that allow quick transfer of records without any complicated mapping steps or SFTP process.API-Based: Allows for transaction and batch changes to data with vendor, and a set of web-hooks to allow for real-time updates in University CRM for message activity.Native CRM/SIS: Native integration packages available with major CRM/SIS products, providing a configuration-based data exchanges.Additional Scope: The Contractor shall permit product and services not covered herein to be added by mutual agreement, without voiding the provisions of the existing contract. The Contractor, for additional consideration, shall furnish additional such products and services to the University.PRICING: Refer to RIDER A-1. Pricing will be valid for the term of the Agreement.PERFORMANCE TERMS AND CONDITIONSEmployees: The Contractor shall employ only competent and satisfactory personnel and shall provide a sufficient number of employees to perform the required services efficiently and in a manner satisfactory to the University. If the University Contract Administrator notifies the Contractor in writing that any person employed on this Contract is incompetent, disorderly, or otherwise unsatisfactory, such person shall not again be utilized in the execution of this Contract without the prior written consent of the Contract Administrator.Business and Performance Reviews: Recognizing that successful performance of this contract is dependent on favorable response, the Contractor shall meet at least quarterly with the Contract Administrator or designee for a business and performance review to evaluate operations and make necessary adjustments. These meetings will normally be conducted electronically but shall be face-to-face on demand. As part of these reviews, the University reserves the right to review equipment specifications quarterly and update equipment specifications accordingly. Contractor shall provide a single point of contact (i.e., relationship manager) and shall notify University in writing and in advance whenever there is a change to that single point of contact.Campus Visits: The Contractor agrees to maintain good relations with the University. The Contractor shall make campus visits “as needed” on three days’ notice. The Contractor will coordinate campus visits with the University Services Information and Technology Department to ensure proper communication and sharing of information related to customer projects. Toll-Free Access: The Contractor shall provide to the University, toll-free telephone access to technical support. The University prefers a unique toll-free telephone number just for the University. The Contractor shall provide an escalated support feature to ensure that unresolved support issues can be elevated to upper level management.Accessibility: If the solution, services or deliverables include any Information or Communication Technology (ICT) containing a human-interface, such as an end-user software component, web pages or site, video or audio playback, file upload system, mobile device components, control panel, reports, documents, keypad, etc., the Contractor hereby warrants that the products and/or services to be provided under this agreement comply with the W3C's Web Content Accessibility Guidelines (WCAG) 2.0 Level AA and the Web Accessibility Initiative Accessible Rich Internet Applications Suite (WAI-ARIA) 2.1 for web contentThe Contractor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services which is brought to its attention and Contractor further agrees to indemnify and hold harmless the University of Maine System from any claim arising out of its failure to comply with the aforesaid requirements.The University, at its discretion, may at any time test the Contractor’s products or services covered by this agreement to ensure compliance with the above plaints, or testing, that results in findings of non-compliance, that are not corrected within 30 days of being reported to the Contractor in writing, shall constitute a breach of this agreement and shall be grounds for termination of this agreement and a pro-rated refund of fees paid by the University.Standards for Safeguarding Information: The Contractor is expected to comply with these standards as outlined in Rider C - University of Maine System Standards for Safeguarding Information. Should the Contractor fail to comply with the standards and is unable to reasonably cure its noncompliance within 60 days, the University may terminate this agreement. The University will be entitled to receive a prorated refund measured from the effective date of the termination.RIDER A-1PRICING<< INSTRUCTIONS - Details in Exhibit 1 will be inserted here during Agreement negotiations. No action needed for Respondent as part of their submission. >>RIDER B-1INSURANCE REQUIREMENTSContractor's Liability Insurance: During the term of this agreement, the Contractor shall maintain the following insurance:#Insurance TypeCoverage Limit1Commercial General Liability, including Product’s and Completed Operations (Written on an Occurrence-based form) (Bodily Injury and Property Damage)$1,000,000 per occurrence or more2Vehicle Liability(Including Hired & Non-Owned)(Bodily Injury and Property Damage)$1,000,000 per occurrence or more3Workers Compensation(In Compliance with Maine and Federal Law)Required for all personnel4Professional Liability Insurance (Agents, Consultants, Brokers, Lawyers, Financial, Engineers, or Medical Services)$1,000,000 per occurrence or more5Cyber Liability Insurance (If PII or PHI is stored on systems managed by the provider, the coverage is mandatory.)$1,000,000 per occurrence or moreCoverage limit requirements can be met with a single underlying insurance policy or through the combination of an underlying insurance policy plus an Umbrella insurance policy. The University of Maine System shall be named as Additional Insured on the Commercial General Liability insurance.Certificates of Insurance for all of the above insurance shall be filed with:University of Maine SystemRisk ManagerRobinson Hall46 University DriveAugusta, Maine 04330Certificates shall be filed prior to the date of performance under this Agreement. Said certificates, in addition to proof of coverage, shall contain the standard statement pertaining to written notification in the event of cancellation, with a thirty (30) day notification period.The University reserves the right to change the insurance requirement or to approve alternative insurances or limits, at the University’s discretion. RIDER CUNIVERSITY OF MAINE SYSTEMSTANDARDS FOR SAFEGUARDING INFORMATIONThis Attachment addresses the Contractor’s responsibility for safeguarding Compliant Data and Business Sensitive Information consistent with the University of Maine System’s Information Security Policy and Standards. (infosecurity.maine.edu) Compliant Data is defined as data that the University needs to protect in accordance with statute, contract, law or agreement. Examples include Family Educational Rights and Privacy Act (FERPA), Health Insurance Portability and Accountability Act (HIPAA), Gramm-Leach-Bliley Act (GLBA), Maine Notice of Risk to Personal Data Act, and the Payment Card Industry Data Security Standards (PCI-DSS).Business Sensitive Information is defined as data which is not subject to statutory or contractual obligations but where the compromise or exposure of the information could result in damage or loss to the University.Standards for Safeguarding Information: The Contractor agrees to implement reasonable and appropriate security measures to protect all systems that transmit, store or process Compliant Data and Business Sensitive Information or personally identifiable information from Compliant Data and Business Sensitive Information furnished by the University, or collected by the Contractor on behalf of the University, against loss of data, unauthorized use or disclosure, and take measures to adequately protect against unauthorized access and malware in the course of this pliant Data and Business Sensitive Information may include, but is not limited to names, addresses, phone numbers, financial information, bank account and credit card numbers, other employee and student personal information (including their academic record, etc.), Driver’s License and Social Security numbers, in both paper and electronic format.If information pertaining to student educational records is accessed, transferred, stored or processed by Contractor; Contractor shall protect such data in accordance with FERPA.If information pertaining to protected health information is accessed, used, collected, transferred, stored or processed by Contractor; Contractor shall protect such data in accordance with HIPAA and Contractor shall sign and adhere to a Business Associate Agreement. If Contractor engages in electronic commerce on behalf of the University or cardholder data relating to University activities is accessed, transferred, stored or processed by Contractor; Contractor shall protect such data in accordance with current PCI-DSS guidelines.If information pertaining to protected “Customer Financial Information” is accessed, transferred, stored or processed by Contractor; Contractor shall protect such data in accordance with GLBA. Prohibition of Unauthorized Use or Disclosure of Information: Contractor agrees to hold all information in strict confidence. Contractor shall not use or disclose information received from, or created or received by, Contractor on behalf of the University except as permitted or required by this Agreement, as required by law, or as otherwise authorized in writing by the University.Return or Destruction of Compliant or Business Sensitive Information:Except as provided in Section 3(B), upon termination, cancellation, or expiration of the Agreement, for any reason, Contractor shall cease and desist all uses and disclosures of Compliant Data or Business Sensitive Information and shall immediately return or destroy (if the University gives written permission to destroy) in a reasonable manner all such information received from the University, or created or received by Contractor on behalf of the University, provided, however, that Contractor shall reasonably cooperate with the University to ensure that no original information records are destroyed. This provision shall apply to information that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of University information, including any compilations derived from and allowing identification of any individual’s confidential information. Except as provided in Section 3(B), Contractor shall return (or destroy) information within 30 days after termination, cancellation, or expiration of this Agreement. In the event that Contractor determines that returning or destroying any such information is infeasible, Contractor shall provide to University notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of such information is infeasible, Contractor shall extend the protections of this Agreement to such information and limit further uses and disclosures of such information to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such information.Contractor shall wipe or securely delete Compliant Data or Business Sensitive Information and personally identifiable information furnished by the University from storage media when no longer needed. Measures taken shall be commensurate with the standard for “clearing” as specified in the National Institute of Standards and Technology (NIST) Special Publication SP800-88: Guidelines for Media Sanitization, prior to disposal or reuse. Term and Termination:This Attachment shall take effect upon execution and shall be in effect commensurate with the term of the AgreementSubcontractors and Agents: If Contractor provides any Compliant Data or Business Sensitive Information received from the University, or created or received by Contractor on behalf of the University, to a subcontractor or agent, the Contractor shall require such subcontractor or agent to agree to the same restrictions and conditions as are imposed on Contractor by this Agreement.Contractor shall control access to University data: All Contractor employees shall be adequately screened, commensurate with the sensitivity of their jobs. Contractor agrees to limit employee access to data on a need-to-know basis. Contractor shall impose a disciplinary process for employees not following privacy procedures. Contractor shall have a process to remove access to University data immediately upon termination or re-assignment of an employee by the Contractor.Unless otherwise stated in the agreement, all Compliant Data or Business Sensitive Information is the property of the University and shall be turned over to the University upon request.Contractor shall not amend or replace University-owned hardware, software or data without prior authorization of the University.If mobile devices are used in the performance of this Agreement to access University Compliant Data or Business Sensitive Information, Contractor shall install and activate authentication and encryption capabilities on each mobile device in use. Reporting of Unauthorized Disclosures or Misuse of Information: Contractor shall report to the University any use or disclosure of Compliant Data or Business Sensitive Information not authorized by this Agreement or in writing by the University. Contractor shall make the report to the University not more than one (1) business day after Contractor learns of such use or disclosure. Contractor’s report shall identify; (i) the nature of the unauthorized use or disclosure, (ii) the information used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure, (iv) what Contractor has done or shall do to mitigate the effects of the unauthorized use or disclosure, and (v) what corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. Contractor shall provide such other information, including a written report, as reasonably requested by the University. Contractor shall keep University informed on the progress of each step of the incident response. Contractor shall indemnify and hold University harmless from all liabilities, costs and damages arising out of or in any manner connected with the security breach or unauthorized use or disclosure by Contractor of any University Compliant Data or Business Sensitive Information. Contractor shall mitigate, to the extent practicable, any harmful effect that is known to Contractor of a security breach or use or disclosure of Compliant Data or Business Sensitive Information by Contractor in violation of the requirements of this Agreement. In addition to the rights of the Parties established by this Agreement, if the University reasonably determines in good faith that Contractor has materially breached any of its obligations, the University, in its sole discretion, shall have the right to:Inspect the data that has not been safeguarded and thus has resulted in the material breach, and/orRequire Contractor to submit a plan of monitoring and reporting, as the University may determine necessary to maintain compliance with this Agreement; and/or Terminate the Agreement immediately.Survival: The respective rights and obligations of Contractor under Section 12 of the Agreement or Section 3 of this Attachment shall survive the termination of this Agreement.Contractor Hosted Data: If Contractor hosts University Compliant Data or Business Sensitive Data, in or on Contractor facilities, the following clauses apply.Contactor computers that host University Compliant Data or Business Sensitive Information shall be housed in secure areas that have adequate walls and entry control such as a card controlled entry or staffed reception desk. Only authorized personnel shall be allowed to enter and visitor entry will be strictly controlled.Contractor shall design and apply physical protection against damage from fire, flood, earthquake, explosion, civil unrest, and other forms of natural or man-made disasters. Contractor shall protect hosted systems with Uninterruptible Power Supply (UPS) devices sufficient to meet business continuity requirements.Contractor shall backup systems or media stored at a separate location with incremental back-ups at least daily and full back-ups at least weekly. Incremental and full back-ups shall be retained for 15 days and 45 days respectively. Contractor shall test restore procedures not less than once per year. Contractor shall provide for reasonable and adequate protection on its network and system to include firewall and intrusion detection/prevention.Contractor shall use strong encryption and certificate-based authentication on any server hosting on-line and e-commerce transactions with the University to ensure the confidentiality and non-repudiation of the transaction while crossing networks.The installation or modification of software on systems containing University Compliant Data or Business Sensitive Information shall be subject to formal change management procedures and segregation of duties requirements.Contractor who hosts University Compliant Data or Business Sensitive Information shall engage an independent third-party auditor to evaluate the information security controls not less than every two (2) years. Such evaluations shall be made available to the University upon request. Contractor shall require strong passwords for any user accessing personally identifiable information or data covered under law, regulation, or standard such as HIPAA, FERPA, or PCI. Strong passwords shall be at least eight characters long; contain at least one upper and one lower case alphabetic characters; and contain at least one numeric or special character.If the Contractor provides system development, Compliant Data or Business Sensitive Information shall not be used in the development or test environments. Records that contain these types of data elements may be used if that data is first de-identified, masked or altered so that the original value is not recoverable. For programs that process University data, initial implementation as well as applied updates and?modifications?must be produced from specifically authorized and trusted program source libraries and personnel. Contractor shall provide documentation of a risk assessment of new system development or changes to a system.RIDER DSERVICES ENGAGEMENT FORMServices Engagement to Agreement for ServicesThis Services Engagement is entered into as of the date written below between _________________________________ (“Contractor”) and _________________________________ (“Institution”). This Services Engagement shall be governed by the terms and conditions of the Master Level Agreement for Services dated _______________ by and between _______________________ (“Contractor”) and the University of Maine System, and is incorporated herein by reference. This Services Engagement describes the Services to be provided by _____________________ (“Contractor”) and the fees associated with such Services.INSTITUTION REPRESENTATIVE & PROJECT MANAGER: CONTRACTOR REPRESENTATIVE & PROJECT MANAGER: SCOPE OF WORK: TERM:The term of this Work Order will be from ______________________ to __________________.Installation of the ___________________________ shall be Substantially Complete on or before __________________ subject to adjustments mutually agreed to by the parties.PRICE:SIGNATURES:InstitutionContractorBy: _______________________________By: ________________________________Name: _____________________________Name: ______________________________Title: ______________________________Title: _______________________________Date: ______________________________Date: _______________________________Chief Information Officer approval is required of any University of Maine System information technology service engagements. BY: ________________________________Title: ______________________________ Chief Information Officer or designee Date: ________________________Appendix E – Evaluation Question(s) – Master AgreementThis portion of the RFP contains special terms and conditions which will govern the resulting agreement, many of which are stated in Section 1.2 of the RFP, with more detail in Appendix D. Please indicate your acceptance for each special term by checking the “Agreed” box and initialing. Should you take exception to any of these special terms and conditions you are required to note your exception directly below each of the respective terms in question. It should be noted that any exceptions may result in the disqualification of your proposal, lack of providing the required response or indicating terms will be negotiated post award will result in a zero (0) score for the Master Agreement evaluation criteria in Section 2.1.1.Terms and Conditions of AgreementAs a result, of this RFP process, it is our expectation that an Agreement will be established between University and one or more of the Contractors. The Agreement will incorporate the relevant terms and conditions of this RFP and Contractor’s proposal (scope of work, pricing, service level agreement, warranty, implementation plan).Upon award each successful Agreement or will sign a Master Agreement (Appendix D) with the University to sell goods and/or services. The Agreement will incorporate all the terms and conditions, pricing, specifications, and requirements of the RFP.No representation is made that any quantities will be purchased or that services will be utilized. FORMCHECKBOX Agreed___________InitialAgree to term other than what is specified or automatic renewals for term(s) greater than month-to-month.Appendix D - 2. TermThe Agreement term will be for five (5) years with the option of four (4) one-year renewals. Exercise of any renewal option will require parities’ mutual written agreement. FORMCHECKBOX Agreed___________InitialAgree to termination language other than what is provided in Appendix D, Section 4, 5, and 6.Appendix D - 4. Termination: The Agreement or a Services Engagement (Rider D) may be terminated by the University in whole, or in part, whenever for any reason the University shall determine that such termination is in the best interest of the University. Any such termination shall be affected by delivery to the Agreement or of a Notice of Termination specifying the extent to which performance of the Agreement is terminated and the date on which such termination becomes effective. The University shall pay all allowable costs incurred up to the effective date of termination. However, the Agreement or shall not be reimbursed for any costs incurred after the effective date of termination. FORMCHECKBOX Agreed___________InitialAppendix D - 5. Obligations Upon Termination: Any materials produced in performance of this agreement are the property of the University and shall be turned over to the University upon request. The University shall pay the Agreement or for all services performed to the effective date of termination subject to offset of sums owed by the Agreement or to the University. FORMCHECKBOX Agreed___________InitialAppendix D - 6. Non-Appropriation: Notwithstanding any other provision of this Agreement, if the University?is not appropriated sufficient funds?to pay for the work to be?performed under this Agreement or?if funds are de-appropriated,?then the University is not obligated to make payment under this Agreement.? ? FORMCHECKBOX Agreed___________InitialPermit an entity to change unilaterally any term or condition once the Agreement is signed; Appendix D - 8. Modification: This Agreement may be modified or amended only in a writing signed by both parties. FORMCHECKBOX Agreed___________InitialApply the law of a state other than Maine;Appendix D - 10. Applicable Law: This Agreement shall be governed and interpreted according to the laws of the State of Maine FORMCHECKBOX Agreed___________InitialProvide any defense, hold harmless or indemnity;Appendix D - 13. IndemnificationThe Contractor shall comply with all applicable federal, state and local laws, rules, regulations, ordinances and orders relating to the services provided under this Contract. Contractor shall indemnify, defend and hold the University, its Trustees, officers, employees, and agents, harmless from and against any and all loss, liability, claims, damages, actions, lawsuits, judgments and costs, including reasonable attorney's fees, that the University may become liable to pay or defend arising from or attributable to any acts or omissions of the Contractor, its agents, employees or subcontractors, in performing its obligations under this Contract, including, without limitation, for violation of proprietary rights, copyrights, or rights of privacy, arising out of a publication, translation, reproduction, delivery, performance, use or disposition of any data furnished under the Contract or based on any libelous or other unlawful matter contained in such data FORMCHECKBOX Agreed___________InitialWaive any statutory or constitutional immunity; FORMCHECKBOX Agreed___________InitialPay attorneys' fees, costs, expenses or liquidated damages; FORMCHECKBOX Agreed___________InitialAccept any references to terms and conditions, privacy policies or any other websites, documents or conditions referenced outside of the Agreement .Appendix D - 17. Entire Agreement:?This Agreement sets forth the entire agreement between the parties on the?subject matter hereof and replaces and supersedes all prior agreements on the subject, whether oral or written, express or implied.?This Agreement is the entire agreement between the University (including University’s employees and other End Users) and Agreement or. In the event that Agreement or enters into terms of use agreements or other agreements, policies or understandings, whether on Contractor's purchase order, website, electronic, click-through, verbal or in writing, with University’s employees or other End Users, such agreements shall be null, void and without effect, and the terms of this Agreement shall apply. University will not be bound to any other terms and conditions set forth in any documents, agreements or policies posted on Contractor's website unless such terms and conditions are set forth in this Agreement.? Agreement or may not unilaterally change any term or condition of this Agreement. FORMCHECKBOX Agreed___________InitialPromise confidentiality in a manner contrary to Maine's Freedom of Access Act;Appendix D - 21. Confidentiality: The Agreement or shall comply with all laws and regulations relating to confidentiality and privacy including but not limited to any rules or regulations of the University. FORMCHECKBOX Agreed___________InitialProcure types or amounts of insurance beyond those UMS already maintains or waive any rights of subrogation. FORMCHECKBOX Agreed___________InitialAdd any entity as an additional insured to UMS policies of insurance. FORMCHECKBOX Agreed___________Initial ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download